CSX CORP — Director's Dealing 2008

Nov 6, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2008-11-04

Reporting Person: WARD MICHAEL J (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-11-04	Common Stock	S	406204	$46.57	Disposed	0	Direct
2008-11-04	Common Stock	S	125716	$46.57	Disposed	0	Indirect
2008-11-05	Common Stock	M	250000	$16.07	Acquired	250000	Direct
2008-11-05	Common Stock	S	250000	$46.24	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-11-05	Employee Stock Option (Right-to-Buy)	$16.07	M	250000	Disposed	2013-05-07	Common Stock (250000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4189	Indirect
Common Stock	132434	Indirect

Footnotes

F1: Substantially all of the net, after tax proceeds are to be used to satisfy obligations under a proposed domestic relations agreement.

F2: By Trustee, CSX Corporation Savings Thrift Plan. Reflects equivalent shares of cash value held in CSX Stock Fund, which amounts will fluctuate dependent upon daily net asset value of the fund.

F3: By Trustee, CSX Executives Stock Trust.